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SUPREME COURT OF THE UNITED STATES - Syllabus

Under §16(b) of the Securities Exchange Act of 1934, a corporation orsecurity holder of that corporation may sue corporate insiders who realize profits from the purchase and sale, or sale and purchase, of the corporation’s securities within any 6-month period. The Act provides that such suits must be brought within “two years after thedate such profit was realized.” 15 U. S. C. §78p(b).In 2007, respondent Simmonds filed numerous §16(b) actions,claiming that, in underwriting various initial public offerings in the late 1990’s and 2000, petitioners and others inflated the stocks’ aftermarket prices, allowing them to profit from the aftermarket sales.She also. | Slip Opinion OCTOBER TERM 2011 1 Syllabus NOTE Where it is feasible a syllabus headnote will be released as is being done in connection with this case at the time the opinion is issued. The syllabus constitutes no part of the opinion of the Court but has been prepared by the Reporter of Decisions for the convenience of the reader. See United States v. Detroit Timber Lumber Co. 200 U. S. 321 337. SUPREME COURT OF THE UNITED STATES Syllabus CREDIT SUISSE SECURITIES USA LLC ET AL. v. SIMMONDS CERTIORARI TO THE UNITED STATES COURT OF APPEALS FOR THE NINTH CIRCUIT No. 10-1261. Argued November 29 2011 Decided March 26 2012 Under 16 b of the Securities Exchange Act of 1934 a corporation or security holder of that corporation may sue corporate insiders who realize profits from the purchase and sale or sale and purchase of the corporation s securities within any 6-month period. The Act provides that such suits must be brought within two years after the date such profit was realized. 15 U. S. C. 78p b . In 2007 respondent Simmonds filed numerous 16 b actions claiming that in underwriting various initial public offerings in the late 1990 s and 2000 petitioners and others inflated the stocks aftermarket prices allowing them to profit from the aftermarket sales. She also claimed that petitioners had failed to comply with 16 a s requirement that insiders disclose any changes to their ownership interests. That failure according to Simmonds tolled 16 b s 2-year time period. The District Court dismissed the complaints as untimely. The Ninth Circuit reversed. Citing its decision in Whittaker v. Whittaker Corp. 639 F. 2d 516 it held that the limitations period is tolled until an insider files the 16 a disclosure statement regardless of whether the plaintiff knew or should have known of the conduct at issue. Held Even assuming that the 2-year period can be extended a question on which the Court is equally divided the Ninth Circuit erred in determining that it is tolled until a 16 a .